SEARCHLIGHT
MINERALS CORP.

    2009
STOCK INCENTIVE AWARD PLAN

    For
Employees and Other Service Providers

    Established
December 15, 2009

     

    
      Section
1.     Purpose.

    

     

    
      	
               
      

            	
              (a)

            	
              The
      purpose of this 2009 Stock Incentive Award Plan (the “Plan”)
      is to enable Searchlight Minerals Corp. (the “Company”)
      and its Subsidiaries to attract, retain, motivate, and reward employees,
      and other service providers of the Company and its Subsidiaries, to
      provide for equitable and competitive compensation opportunities, to
      recognize individual contributions and reward achievement of Company
      goals, and to promote the creation of long-term value for stockholders by
      strengthening the mutuality of interests between those employees and other
      service providers and the Company’s
  stockholders.

            


    

     

    
      	
            	
              (b)

            	
              The
      Plan authorizes stock-based and cash-based incentives for
      Participants.  Awards may be made in the form of (i) Incentive
      Stock Options; (ii) Nonstatutory Stock Options; (iii) Restricted Stock;
      (iv) Stock Appreciation Rights; (v) Stock Units; and (vi) any combination
      of the foregoing.

            


    

     

    
      Section
2.     Definitions.  The
following terms have the respective meanings, in addition to the capitalized
terms defined in Section 1 hereof or as otherwise defined throughout this
document:

    

     

    
      	
               
      

            	
              (a)

            	
              “Award” means any
      Option, SAR, Restricted Stock, Stock Unit, or Stock granted as a bonus or
      in lieu of another award, Dividend Equivalent, or Other Stock-Based Award,
      together with any related right or interest, granted to a Participant
      under the Plan.

            


    

     

    
      	
            	
              (b)

            	
              “Award Agreement” means
      any Option Agreement, SAR Agreement, Restricted Stock Agreement, Stock
      Unit Agreement, or any other agreement under which the Company (or a
      Subsidiary) grants an Eligible Person an
Award.

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Beneficiary” means the
      person(s) or trust(s) designated as being entitled to receive the benefits
      under a Participant’s Award upon and following a Participant’s death.
      Unless otherwise determined by the Committee, a Participant may designate
      one or more persons or one or more trusts as his or her
      Beneficiary.

            


    

     

    
      	
            	
              (d)

            	
              “Board” means the
      Company’s Board of Directors.

            


    

     

    
      	
               
      

            	
              (e)

            	
              “Cause” means, unless
      otherwise provided by the Committee, (i) “Cause” as defined in any
      Individual Agreement to which the Participant is a party, or (ii) if there
      is no such Individual Agreement or if it does not define Cause: (A)
      conviction of the Participant for committing a felony under federal law or
      in the law of the state in which such action occurred, (B) dishonesty in
      the course of fulfilling the Participant’s employment or service duties,
      (C) willful and deliberate failure on the part of the Participant to
      perform the Participant’s employment or service duties in any material
      respect, or (D) prior to a Corporate Transaction, such other events as
      shall be determined by the Committee.  The Committee shall,
      unless otherwise provided in an Individual Agreement with the Participant,
      have the sole discretion to determine whether “Cause” exists, and its
      determination shall be final.

            


    

     

    
      	
               
      

            	
              (f)

            	
              “Code” means the
      Internal Revenue Code of 1986, as amended from time to time, any successor
      thereto, and including any regulations promulgated
    thereunder.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
            	
              (g)

            	
              “Committee” means the
      committee created and appointed by the Board to administer the Plan, or if
      no committee is created or appointed, the
Board.

            


    

     

    
      	
            	
              (h)

            	
              “Corporate Transaction”
      means the occurrence, in a single transaction or in a series of
      related transactions, of any of the following: (i) any person or
      group of persons (as defined in Sections 13(d) and 14(d) of the
      Exchange Act) together with his/her/their affiliates, excluding employee
      benefit plans of the Company, is or becomes, directly or indirectly, the
      “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act) of
      securities of the Company representing 50% or more of the combined voting
      power of the Company’s then outstanding securities; or (ii) a merger
      or consolidation of the Company with any other corporation or entity is
      consummated regardless of which entity is the survivor, other than a
      merger or consolidation which would result in the voting securities of the
      Company outstanding immediately prior thereto continuing to represent
      (either by remaining outstanding or being converted into voting securities
      of the surviving entity or its parent) at least 50% of the combined voting
      power of the voting securities of the Company or such surviving entity
      outstanding immediately after such merger or consolidation; or
      (iii) the Company is completely liquidated or all or substantially
      all of the Company’s assets are
sold.

            


    

     

    
      	
               
      

            	
              (i)

            	
              “Covered Employee”
      means an Eligible Person who is an employee of the Company, or a
      Subsidiary.

            


    

     

    
      	
               
      

            	
              (j)

            	
              “Covered Service Provider”
      means an Eligible Person who is an independent contractor providing
      services to the Company.

            


    

     

    
      	
            	
              (k)

            	
              “Date of Grant”
      means  the date on which the Committee has completed all
      corporate action necessary to give the Participant a legally binding right
      to the Award, including the setting of the number of shares of Stock
      subject to the Award and the exercise
price.

            


    

     

    
      	
               
      

            	
              (l)

            	
              “Disability” means a
      permanent and total disability resulting from a physical or mental
      impairment which can be expected to result in death or can be expected to
      last for a continuous period of not less than 12 months, as determined by
      the Committee based on medical evaluation.

            


    

     

    
      	
            	
              (m)

            	
              “Dividend Equivalent”
      means a right, granted under this Plan, to receive cash, Stock, other
      Awards or other property equal in value to all or a portion of the
      dividends paid with respect to a specified number of shares of
      Stock.

            


    

     

    
      	
            	
              (n)

            	
              “Effective Date” means
      the effective date of this Plan document, which is the date of the annual
      meeting of stockholders of the Company held in 2009, provided this Plan is
      approved by the Company’s Stockholders at such
  meeting.

            


    

     

    
      	
            	
              (o)

            	
              “Eligible Persons”
      means those persons who are designated by the Committee under
      Section 5(a) of this Plan to receive
Awards.

            


    

     

    
      	
            	
              (p)

            	
              “Exchange Act” means
      the Securities Exchange Act of 1934, as amended, and shall include any
      successor thereto.

            


    

     

    
      	
            	
              (q)

            	
              “Fair Market Value” or
      “FMV” means, as of any
      date, the fair market value of a share of the Company’s Stock, as
      determined in good faith and under procedures established by the Committee
      as follows:

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (i)  if
on the Date of Grant or other determination date the Stock is listed on an
established securities market, the Fair Market Value of a share of Stock shall
be the closing price of the Stock on such exchange or in such market (if there
is more than one such exchange or market, the Committee shall determine the
appropriate exchange or market) on the Date of Grant or such other determination
date;

     

    (ii)
 if on the Date of
Grant or other determination date the Stock is listed on an established
securities market, but there is no such reported closing price, the Fair Market
Value shall be the mean between the highest bid and lowest asked prices or
between the high and low sale prices on the Date of Grant or other determination
date;

     

    (iii)  if
on the Date of Grant or other determination date the Stock is listed on an
established securities market, but no sale of Stock is reported for such trading
day, the Fair Market Value shall be the closing price on the next preceding day
on which any sale shall have been reported before the Date of the Grant or other
determination date; or

     

    (iv) if the Stock is not
listed or admitted to trading on a national securities exchange,
the  Fair Market Value shall be the value of the Stock as determined
by the reasonable application by the Committee of a reasonable valuation method
in conformance with the requirements of Treasury Regulations Sections
1.422-2(e)(20(iii) and 1.409A-1(b)(5)(iv)(B).

     

    
      	
               
      

            	
              (r)

            	
              “Incentive Stock Option” or
      “ISO” means any Option intended to be, designated as, and that
      otherwise qualifies as an “Incentive Stock Option” within the meaning of
      Code Section 422.

            


    

     

    
      	
               
      

            	
              (s)

            	
              “Individual Agreement”
      means an employment or similar agreement between a Participant and the
      Company or one of its Subsidiaries.

            


    

     

    
      	
               
      

            	
              (t)

            	
              “Non-Employee
      Director”
      has the meaning set forth under Section 16 of the Exchange
      Act.

            


    

     

    
      	
            	
              (u)

            	
              “Nonstatutory Stock Option”
      means any Option that is not an Incentive Stock Option.

            


    

     

    
      	
            	
              (v)

            	
              “Option” means a right
      to purchase Stock granted under Section 6(b) of the Plan.

            


    

     

    
      	
            	
              (w)

            	
              “Outside Director” has the meaning set
      forth in Code Section 162(m).

            


    

     

    
      	
            	
              (x)

            	
              “Other Stock-Based
      Awards” means Awards granted to a Participant that are valued, in
      whole or in part, by reference to, or otherwise based on, shares of
      Stock.

            


    

     

    
      	
            	
              (y)

            	
              “Participant” means a
      person who has been granted an Award under the Plan that remains
      outstanding, including a person who is no longer an Eligible
      Person.

            


    

     

    
      	
               
      

            	
              (z)

            	
              “Plan” means the
      Searchlight Minerals Corp. 2008 Stock Incentive Award Plan.

            


    

     

    
      	
            	
              (aa)

            	
              “Restricted Stock”
      means Stock granted under this Plan, which is subject to certain
      restrictions and to a risk of
forfeiture.

            


    

     

    
      	
            	
              (bb)

            	
              “Section 16
      Participant” means a Participant under the Plan who is subject to
      Section 16 of the Exchange Act.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
            	
              (cc)

            	
              “Stock” means shares of
      the Company’s stock which is common stock for purposes for purposes of
      Section 305 of the Code and the implementing regulations, with $0.001 par
      value per share, and any other equity securities of the Company that may
      be substituted or resubstituted for such Stock.  In all cases
      under this plan, Stock shall constitute “service recipient stock” within
      the meaning of Treasury Regulation Section
      1.409A-1(b)(5)(iii).

            


    

     

    
      	
            	
              (dd)

            	
              “Stock Appreciation Rights”
      or “SARs”
      means a right granted to a Participant under Section 6(c) of the
      Plan.

            


    

     

    
      	
            	
              (ee)

            	
              “Stock Units” means a
      right granted under this Plan to receive Stock or other Awards or a
      combination thereof at the end of a specified period.  Stock
      Units subject to a risk of forfeiture may be designated as “Restricted
      Stock Units.”

            


    

     

    
      	
            	
              (ff)

            	
              “Subsidiary” means any
      corporation in an unbroken chain of corporations beginning with the
      Company, if each of the corporations (other than the last corporation in
      the unbroken chain) owns stock possessing 50% or more of the total
      combined voting power of all classes of stock in one of the other
      corporations in that chain.

            


    

     

    
      	
            	
              (gg)

            	
              “Ten Percent or More
      Stockholder”  means an Eligible Person who owns or is
      deemed to own (by reason of the attribution rules of Code Section 424(d))
      more than 10% of the combined voting power of all classes of Stock of the
      Company or any parent or subsidiary
corporation.

            


    

     

    
      Section
3.     Administration.

    

     

    
      	
               
      

            	
              (a)

            	
              Authority
      of the Committee.  The Plan
      shall be administered by the Committee.  Any interpretation or
      administration of the Plan by the Committee, and all actions and
      determinations of the Committee, shall be final, binding and conclusive on
      the Company, its stockholders, Subsidiaries, all Participants in the Plan,
      their respective legal representatives, successors and assigns, and all
      persons claiming under or through any of them. The Committee shall
      consider such factors as it deems relevant to making such decisions,
      determinations, and interpretations. A Participant or other holder of an
      Award may contest a decision or action of the Committee with respect to
      such person or Award only on the grounds that such decision or action is
      arbitrary or capricious or was
unlawful.

            


    

     

    
      	
            	
              (b)

            	
              Composition
      of the Committee.  The
      Committee shall consist of not less than three directors, all of whom
      shall be Outside Directors and Non-Employee Directors.  Those
      Directors shall be appointed by the Board and shall serve as the Committee
      at the pleasure of the Board.  The function of the Committee
      specified in the Plan shall be exercised by the entire Board if, and to
      the extent that, no Committee exists that has the authority to so
      administer the Plan.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Manner of
      Exercise of Committee Authority. The Committee
      shall have the full power and authority to interpret and administer the
      Plan in its sole discretion, including exercising all the powers and
      authorities either specifically granted to it under the Plan or necessary
      or advisable in the administration of the Plan.  The Committee’s
      powers and authorities include, without limitation, the following: (i) the
      sole ability to determine: eligibility criteria for Awards; (ii) to select
      the Eligible Persons to whom Awards may from time to time be granted;
      (iii) to determine the time or times at which Awards shall be granted;
      (iv)  to determine the number of shares of Stock to be covered
      by each Award; (v)  to determine and modify from time to time
      the specific terms and conditions , including restrictions, not
      inconsistent with the terms of the Plan, of any Award, which terms and
      conditions may differ among individual Awards and grantees,
      and  to approve the form of written instruments evidencing the
      Awards; (vi) to determine the vesting and exercisability of any Award and
      to accelerate at any time the vesting or exercisability of all or any portion of any
      Award; (vii) subject to the provisions of this Plan, to extend at any time
      the period in which Stock Options may be exercised; (viii) to determine
      the exercise or purchase price of such shares of Stock; (ix) to determine
      if and when Awards are forfeited or expire under their terms; (x) to
      interpret and construe the Plan provisions; any amendments, and any rules
      and regulations relating to the Plan; (xi) to make exceptions to any Plan
      provisions in good faith and for the benefit of the Company; and (xii) to
      make all other determinations deemed necessary or advisable for the
      administration of the Plan.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
            	
              (d)

            	
              Delegation
      of Authority. The Committee may
      delegate to one or more of its members or to one or more agents such
      administrative duties as it may deem advisable, and the Committee or any
      person to whom it has delegated duties as aforesaid may employ one or more
      persons to render advice with respect to any responsibility the Committee
      or such person may have under the Plan; provided, that such delegation may
      not include the selection or grant of Awards to Participants or Eligible
      Persons who are executive officers of the Company or any Subsidiary,
      affiliate or Section 16
Participants.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Committee
      Vacancies. The Board shall
      fill all vacancies in the Committee.  The Board may from time to
      time appoint additional members to the Committee and may at any time
      remove one or more Committee members and substitute others.  One
      member of the Committee shall be selected by the Board as
      chairman.  The Committee shall hold its meetings at such times
      and places as it shall deem advisable.  All determinations of
      the Committee shall be made by not less than a majority of its members
      either present in-person or participating by a telephone conference at a
      meeting or by written consent.  The Committee shall keep minutes
      of its meetings.  The Committee may appoint a secretary to keep
      such minutes and may make such rules and regulations for the conduct of
      its business as it shall deem advisable, but in accordance with the
      written charter prepared by the Board and which may be amended from time
      to time by the Board.  The secretary shall not need to be a
      member of the Committee or a member of the
  Board.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Limitation
      of Liability.  The Committee and each member thereof, and
      any person acting pursuant to authority delegated by the Committee, shall
      be entitled, in good faith, to rely or act upon any report or other
      information furnished by any executive officer, other officer or employee
      of the Company or a Subsidiary, the Company’s independent auditors,
      consultants or any other agents assisting in the administration of the
      Plan.  Members of the Committee, any person acting pursuant to
      authority delegated by the Committee, and any officer or employee of the
      Company or a Subsidiary acting at the direction or on behalf of the
      Committee or a delegee shall not be personally liable for any action or
      determination taken or made in good faith with respect to the Plan, and
      shall, to the extent permitted by law, be fully indemnified and protected
      by the Company with respect to any such action or
      determination.

            


    

     

    
      Section
4.     Stock Subject to
Plan.

    

     

    
      	
               
      

            	
              (a)

            	
              Overall
      Number of Shares Available.  Subject to
      adjustment as provided under Section 10(c), the total number of shares of
      Stock reserved and available for delivery in connection with Awards under
      the Plan shall be 3,250,000 shares.  Any shares of Stock issued
      under the Plan may consist, in whole or in part, of authorized and
      unissued shares or treasury shares.  The
      authorized number of reserved and available shares may be increased from
      time to time by approval of the Board and, if such approval is required,
      by the stockholders of the Company.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
            	
              (b)

            	
              Accounting
      Procedures. The Committee may
      adopt reasonable accounting procedures to ensure an appropriate accounting
      of Stock subject to the Plan, avoid double counting (as, for example, in
      the case of tandem or substitute Awards) and make adjustments in
      accordance with this Section 4(b).  Shares shall be counted
      against those reserved to the extent such shares have been delivered and
      are no longer subject to a risk of forfeiture.  Accordingly, (i)
      to the extent that an Award under the Plan is canceled,
      expired, forfeited, settled in cash, settled by delivery of fewer shares
      than the number underlying the Award, or otherwise terminated without
      delivery of Stock to the Participant, the Stock retained by or returned to
      the Company will not be deemed to have been delivered under the Plan; and
      (ii) Stock that is withheld from such Award or separately surrendered by
      the Participant in payment of the exercise price or taxes relating to such
      Award shall be deemed to constitute Stock not delivered and will be
      available under the Plan.  The Committee may determine that
      Awards may be outstanding that relate to more Stock than the aggregate
      shares of Stock remaining available under the Plan so long as Awards will
      not in fact result in delivery and vesting of shares of Stock in excess of
      the number then available under the Plan.  In addition, in the
      case of any Award granted in assumption of or in substitution for an award
      of a company or business acquired by the Company or a Subsidiary or
      affiliate or with which the Company or a Subsidiary or affiliate combines,
      shares delivered or deliverable in connection with such assumed or
      substitute Award shall not be counted against the number of shares of
      Stock reserved under the Plan. The authorized number of reserved and
      available shares may be increased from time to time by approval of the
      Board and, if such approval is required, by the stockholders of the
      Company.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Individual
      Annual Award Limits. No Participant
      may be granted Options or other Awards under the Plan with respect to an
      aggregate of more than 500,000 shares of Stock (subject to adjustment as
      otherwise may be provided for throughout this Plan) during any calendar
      year.

            


    

     

    
      Section
5.     Eligibility.

    

     

    
      	
               
      

            	
              (a)

            	
              Eligibility. Grants of Awards
      may be made from time to time to those officers, employees and Service
      Providers of the Company or any Subsidiary who are designated by the
      Committee in its sole and exclusive discretion as eligible to receive such
      Awards (“Eligible
      Persons”).  However, Options intended to qualify as ISOs
      shall be granted only to Eligible Persons while actually employed by the
      Company or a Subsidiary.  The Committee may grant more than one
      Award to the same Eligible Person. Awards may be
      made to members of the Committee and must be approved and granted by a
      majority of the disinterested members of the
  Board.

            


    

     

    
      	
            	
              (b)

            	
              Substitutions/Acquisitions. Holders of awards
      granted by a company or business acquired by the Company or a Subsidiary,
      or with which the Company or a Subsidiary combines, may be eligible for
      substitute Awards under this Plan that will be granted in assumption of or
      in substitution for such outstanding awards in connection with such
      acquisition or combination transaction; provided that such awards satisfy
      the requirements of Treasury Regulations Section
      1.409A-1(b)(5)(v)(D).  In such cases, holders of the assumed or
      substituted awards will become Participants in the Plan; provided,
      however, that such assumption or substitution in no way causes an Award
      under this Plan to become subject to the terms and conditions of Code
      Section 409A.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Participation.  An
      Eligible Person shall become a Participant in the Plan and shall perfect
      his or her Award only after he or she has completed the applicable Award
      Agreement in a manner that is satisfactory to the Committee and has
      delivered said Award Agreement to the Committee.  A Participant
      shall continue his or her participation in the Plan, even if no longer an
      Eligible Person, until any and all of his or her interests that are held
      under the Plan expire or are paid.  Participants who are on
      military leaves of absence, sick leaves, and any other bona fide leaves of
      absence are not considered to be separated from service and shall be
      deemed employed so long as the leave does not extend beyond three (3)
      months or, if longer, the individual retains reemployment rights under an
      applicable statute or by contract.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      Section
6.     Specific Terms of Awards Granted
Under the Plan.

    

     

    
      	
               
      

            	
              (a)

            	
              General
      Terms of All Awards.  All Awards
      granted under the Plan, including Awards of any Stock Units shall be
      evidenced by an Award Agreement..  Award Agreements may provide
      for grants of Awards on the specific terms and conditions set forth in
      this Section 6.  Alternatively, the Committee may impose on any
      individual Award, as specified in the individual Award Agreement, such
      additional terms and conditions, not inconsistent with the provisions of
      the Plan, or applicable law, as the Committee shall determine, including
      terms relating to the forfeiture of Awards in the event of termination of
      employment or service by the Participant and terms permitting a
      Participant to make elections relating to his or her Award.  The
      Committee shall retain full power and discretion with respect to any term
      or condition of an Award that is not mandatory under the Plan and the
      terms of the Award Agreement; provided that the exercise of such
      discretion shall in no event cause an Award to become subject to the terms
      and conditions of Code Section 409A, unless otherwise agreed upon between
      the Company (or Subsidiary) and the Eligible Person.  The
      Committee shall require the payment of lawful consideration for an Award
      to the extent necessary to satisfy the requirements of the Nevada Revised
      Statutes, and may otherwise require payment of consideration for an Award
      except as limited by the Plan and as otherwise required by applicable
      law.

            


    

     

    If it is determined by the Committee
prior to the grant of any Award that such Award would be subject to Code Section
409A, the Award Agreement shall incorporate the terms and conditions required by
Code Section 409A. To the extent applicable, this Plan and the Award Agreements
shall be interpreted in accordance with Code Section 409A and its implementing
regulations.

     

    
      In the
event the Committee determines after the Date of Grant that any Award granted
hereunder may be subject to Code Section 409A, the Committee may adopt such
amendments to the Plan  and/or applicable Award Agreement or adopt
other policies and procedures (including those with retroactive effect) or take
any other actions that the Committee  determines are necessary and
appropriate to (i) exempt the Award from Code Section 409A and/or preserve the
intended tax treatment of the benefits provided with respect to the Award, or
(ii) comply with the requirements of Code Section 409A.

    

     

    
      	
            	
              (b)

            	
              Option
      Awards. Options granted
      under the Plan shall be evidenced by an agreement (“Option
      Agreement”).  Options that are awarded may be of one of two
      types which shall be indicated on the face of the Option Agreement: (i)
      ISOs or (ii) Nonstatutory Stock Options.  The Committee is
      authorized to grant Options to Participants on the following terms and
      conditions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Option Term; Time and
      Method of Exercise.  The Committee shall determine the
      term of each Option; provided that in no event shall the term of any
      Option exceed a period of 10 years from the Date of Grant (or with respect
      to an ISO, 5 years from the Date of Grant in the case of a Participant who
      at the Date of Grant is a Ten Percent or More Stockholder).  The
      Committee shall determine the time or times at which or the circumstances
      under which an Option may be exercised in whole or in part (including
      based on achievement of performance goals and/or future service
      requirements), the methods by which such exercise price may be paid or
      deemed to be paid and the form of such payment, including, without
      limitation, cash, Stock (including by withholding Stock deliverable upon
      exercise), other Awards or awards granted under other plans of the Company
      or any Subsidiary, or other property, and the methods by or forms in which
      Stock will be delivered or deemed to be delivered in satisfaction of
      Options to Participants. The Committee shall have the right, at any time
      after the Date of Grant, to reduce or eliminate any restrictions on the
      Participant’s right to exercise all or part of the Stock Option, except
      that no Stock Option shall first become exercisable within one year from
      the Date of Grant.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (ii)

            	
              Exercise
      Price.  The option price per share of Stock purchasable
      under a Nonstatutory Stock Option or an Incentive Stock Option shall be
      determined by the Committee at or immediately prior to the Date of Grant,
      shall be set forth on the applicable Option Agreement, and shall be not
      less than 100% of the Fair Market Value of the Stock at the Date of Grant
      (or, with respect to an Incentive Stock Option, and a Participant who at
      the Date of Grant is a Ten Percent or More Stockholder, 110% of the Fair
      Market Value of the Stock at the Date of Grant).  Prior to the
      Date of Grant, the Committee shall specify the method by and date on which
      the Fair Market Value of the Option will be determined; said date shall be
      specified on the Option Agreement.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Non-Transferability of
      Options.  No Option shall be transferable by any
      Participant other than by will or by the laws of descent and distribution,
      except that, if so provided in the Option Agreement, the Participant may
      transfer the Option, other than an ISO, (i) pursuant to a qualified
      domestic relations order (as defined in the Code or the Employment
      Retirement Income Security Act of 1974, as amended); or (ii) during the
      Participant’s lifetime to one or more members of the Participant’s family,
      to one or more trusts for the benefit of one or more of the Participant’s
      family, or to a partnership or partnerships of members of the
      Participant’s family, or to a charitable organization as defined in Code
      Section 501(c)(3), provided that the transfer would not result in the loss
      of any exemption under Rule 16b-3 of the Exchange Act with respect to any
      Option.  The transferee of an Option will be subject to all
      restrictions, terms and conditions applicable to the Option prior to its
      transfer, except that the Option will not be further transferable by the
      transferee other than by will or by the laws of descent and
      distribution.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Disposition
      upon Termination of Employment.

            


    

     

    
      	
               
      

            	
              (A)

            	
                     Termination by
      Death.  Subject to Sections 6(b)(i) and 6(b)(v), if any
      Participant’s employment (or service) with the Company or any Subsidiary
      terminates by reason of death, any Option held by that Participant shall
      become immediately and automatically vested and exercisable.  If
      termination of a Participant’s employment (or service) is due to death,
      then any Option held by that Participant may thereafter be exercised for a
      period of two years (or with respect to an ISO, for a period of 18 months
      or such other lesser period as the Committee may specify at or after
      grant) from the date of death.  Notwithstanding the foregoing,
      in no event will any Option be exercisable after the expiration of the
      option period of such Option.  The balance of the Option shall
      be forfeited if not exercised within two years (or 18 months with respect
      to ISOs or such lesser period as the Committee may
    specify).

            


    

     

    
      	
               
      

            	
              (B)

            	
                     Termination by Reason
      of Disability.  Subject to
      Sections 6(b)(i) and 6(b)(v), if a Participant’s employment (or service)
      with the Company or any Subsidiary terminates by reason of Disability, any
      Option held by that Participant shall become immediately and automatically
      vested and exercisable.  If termination of a Participant’s
      employment (or service) is due to Disability, then any Option held by that
      Participant may thereafter be exercised by the Participant or by the
      Participant’s duly authorized legal representative if the Participant is
      unable to exercise the Option as a result of the Participant’s Disability,
      for a period of two years (or with respect to an ISO, for a period of one
      year or such other lesser period as the Committee may specify at or after
      grant) from the date of such termination of employment. If the Participant
      dies within that two-year period (or with respect to an ISO, for a period
      of one year or such other lesser period as the Committee may specify at or
      after grant), any unexercised Option held by that Participant shall
      thereafter be exercisable by the estate of the Participant (acting through
      its fiduciary) for the duration of the two-year period ( or the one year
      period in the case of an ISO or such lesser period as the Committee may
      specify) from the date of termination of
      employment.  Notwithstanding the foregoing, in no event will any
      Option be exercisable after the expiration of the option period of such
      Option.  The balance of the Option shall be forfeited if not
      exercised within two years (or one year with respect to ISOs or such
      lesser period as the Committee may
specify).

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (C)

            	
                     Termination for
      Cause.  Unless otherwise determined by the Committee at
      or after the time of granting any Option, if a Participant’s employment
      (or service) with the Company or any Subsidiary terminates for Cause, any
      unvested Options will be forfeited and terminated immediately upon
      termination and any vested Options held by that Participant shall
      terminate 30 days after the date employment (or service)
      terminates.  Notwithstanding the foregoing, in no event will any
      Option be exercisable after the expiration of the option period of such
      Option.  The balance of the Option shall be
      forfeited.

            


    

     

    
      	
               
      

            	
              (D)

            	
                     Other
      Termination/Retirement.  Unless otherwise determined by
      the Committee at or after the time of granting any Option, if a
      Participant retires from employment with the Company (or a Subsidiary) or
      a Participant’s employment (or service) with the Company (or a Subsidiary)
      terminates for any reason other than death, Disability, or for Cause, all
      vested ISOs held by that Participant shall terminate three months after
      the date employment (or service) terminates, and all vested Nonstatutory
      Stock Options held by that Participant shall terminate one year after the
      date employment (or service) terminates.  Notwithstanding the
      foregoing, in no event will any Option be exercisable after the expiration
      of the option period (which shall be established in the Option Agreement)
      of such Option.  The balance of the Option shall be
      forfeited.

            


    

     

    
      	
               
      

            	
              (E)

            	
                     Leave of
      Absence.  In the event a Participant is granted a
      military leave of absence, a sick leave, or any other bona fide leave of
      absence by the Company or any Subsidiary, the Participant’s employment
      with the Company or such Subsidiary will not be considered terminated, and
      the Participant shall be deemed an employee of the Company or such
      Subsidiary during such leave of absence or any extension thereof granted
      by the Company or such Subsidiary.  Notwithstanding the
      foregoing, in the case of an ISO, a leave of absence of more than three
      months will be viewed as a termination of employment unless continued
      employment is guaranteed by contract or statute. If the period of such
      leave exceeds three months and the Participant’s right to reemployment is
      not provided either by statute or by contract, the employment relationship
      is deemed to terminate on the first day immediately following such
      three-month period.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (v)

            	
              Incentive Stock
      Options.  Notwithstanding Sections 6(b)(iii) and
      6(b)(iv), an ISO shall be exercisable by (A) a Participant’s authorized
      legal representative (if the Participant is unable to exercise the ISO as
      a result of the Participant’s Disability) only if, and to the extent,
      permitted by Section 422 of the Code and (B) by the Participant’s estate,
      in the case of death, or authorized legal representative, in the case of
      Disability, no later than ten years from the date the ISO was granted (in
      addition to any other restrictions or limitations that may
      apply).  Notwithstanding anything to the contrary herein, to the
      extent required for ISO treatment under Code Section 422, the aggregate
      Fair Market Value as of the Date of Grant under this Plan and any other
      plan of the Company (or its parent or subsidiary corporations) for the
      first  time by an Eligible Person during any calendar year shall
      not exceed $ 100,000.  If and to the extent that any Stocks are
      issued under a portion of the Stock Option that exceeds the $100,000
      limitation under Code Section 422, such Stocks shall not be treated as
      issued under an ISO notwithstanding any designation otherwise. If an Award
      Agreement specifies that that a Stock Option is intended to be treated as
      an ISO, the Stock Option shall to the greatest extent possible comply with
      the requirements of Code Section 422 and shall be so construed; provided,
      however, that any such designation shall not be interpreted as a
      representation, guarantee or other undertaking on the part of the Company
      that the Stock Option is or will be determined to qualify as an
      ISO.  Certain decisions, amendments, interpretations by the
      Committee may cause a Stock Option to cease to qualify as an ISO and, to
      the extent known beforehand and possible, the Committee shall seek the
      consent of the affected
Participant.

            


    

     

    
      
        	
                (c)

              	
                Stock
      Appreciation Rights.  SARs
      granted under the Plan shall be evidenced by an agreement (“SAR
      Agreement”).  The Committee is authorized to grant SARs
      to Participants on the following terms and
  conditions:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              Right to
      Payment.  A SAR shall confer on the Participant to whom
      it is granted a right to receive, upon exercise thereof, the excess of (A)
      the Fair Market Value of one share of Stock on the date of exercise over
      (B) the grant price of the SAR as determined by the
      Committee.  The grant price of each SAR shall be not less than
      the Fair Market Value of a share of Stock on the Date of Grant of such
      SAR.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Other
      Terms.  The Committee shall determine the term of each
      SAR, provided that in no event shall the term of an SAR exceed a period of
      ten years from the Date of Grant.  The Committee shall determine
      at the Date of Grant or thereafter, the time or times at which and the
      circumstances under which an SAR may be exercised in whole or in part
      (including based on achievement of performance goals and/or future service
      requirements), the method of exercise, method of settlement, form of
      consideration payable in settlement, method by or forms in which Stock
      will be delivered or deemed to be delivered to Participants, whether or
      not an SAR shall be free-standing or in tandem or combination with any
      other Award.  The Committee may require that an outstanding
      Option be exchanged for an SAR exercisable for Stock having vesting,
      expiration, and other terms substantially the same as the Option, so long
      as such exchange will not result in additional accounting expense to the
      Company.

            


    

     

    
      
        	
                (d)

              	
                Restricted
      Stock. Restricted Stock
      granted under the Plan shall be evidenced by an agreement (“Restricted
      Stock Agreement”).  The Committee is authorized to grant
      Restricted Stock to Participants on the following terms and
      conditions:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              Grant and
      Restrictions.  Restricted Stock shall be subject to such
      restrictions on transferability, risk of forfeiture and other
      restrictions, if any, as the Committee may impose, which restrictions may
      lapse separately or in combination at such times, under such circumstances
      (including based on achievement of performance goals and/or future service
      requirements), in such installments or otherwise and under such other
      circumstances as the Committee may determine at the Date of Grant, and
      which shall be set forth in the applicable Restricted Stock Agreement, or
      thereafter.  Except to the extent restricted under the terms of
      the Plan and any Restricted Stock Agreement, a Participant granted
      Restricted Stock shall have all of the rights of a stockholder, including
      the right to vote the Restricted Stock and the right to receive dividends
      thereon; provided, however, that the Committee may require mandatory
      reinvestment of dividends in additional Restricted Stock, may provide that
      no dividends will be paid on Restricted Stock or retained by the
      Participant, or may impose other restrictions on the rights attached to
      Restricted Stock.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (ii)

            	
              Forfeiture.  Except
      as otherwise determined by the Committee, upon termination of employment
      or service during the applicable restriction period, Restricted Stock that
      is at that time subject to restrictions shall be forfeited and reacquired
      by the Company; provided that the Committee may provide, by rule or
      regulation or in any Restricted Stock Agreement, or may determine in any
      individual case, that restrictions or forfeiture conditions relating to
      Restricted Stock will lapse in whole or in part, including in the event of
      terminations resulting from specified
causes.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Certificates for
      Stock.  Restricted Stock granted under the Plan shall be
      evidenced in such manner as the Committee shall
      determine.  Certificates representing Restricted Stock shall be
      registered in the name of the Participant and shall bear an appropriate
      legend referring to the terms, conditions and restrictions applicable to
      the Award of such Restricted Stock.  The Company shall retain
      physical possession of the stock certificates until the time that the
      restrictions thereon have lapsed, and the Participant shall have delivered
      a stock power to the Company, endorsed in blank, relating to the Stock
      covered by such Restricted Stock. The distribution of Stock upon the lapse
      of restrictions shall be made to the Participant on or before the period
      ending on the later of: (i) the 15th
      day of the third month following the end of the Participant’s first
      taxable year in which the right to payment is no longer subject to
      restrictions; or (ii) the 15th
      day of the third month following the end of the Company’s first taxable
      year in which the right to payment is no longer subject to
      restrictions.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Dividends and
      Splits.  As a condition to the grant of an Award of
      Restricted Stock, the Committee may require that any dividends paid on a
      share of Restricted Stock shall be either (A) paid with respect to such
      Restricted Stock at the dividend payment date in cash, in kind, or in a
      number of shares of unrestricted Stock having a Fair Market Value equal to
      the amount of such dividends, or (B) automatically reinvested in
      additional Restricted Stock or held in kind, which shall be subject to the
      same terms as applied to the original Restricted Stock to which it
      relates. Unless otherwise determined by the Committee, Stock distributed
      in connection with a Stock split or Stock dividend, and other property
      distributed as a dividend, shall be subject to restrictions and a risk of
      forfeiture to the same extent as the Restricted Stock with respect to
      which such Stock or other property has been
  distributed.

            


    

     

    
      
        	
                (e)

              	
                Stock
      Units.  Stock
      Units granted under the Plan, whether or not subject to restrictions,
      shall be evidenced by an agreement (“Stock Unit
      Agreement”).  The Committee is authorized to grant Stock Units
      to Participants, subject to the following terms and
      conditions:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              Award and
      Restrictions.  Issuance of Stock will occur upon
      expiration of the holding period, if any, specified for the Stock Units by
      the Committee.  In addition, Stock Units shall be subject to
      such restrictions on transferability, risk of forfeiture and other
      restrictions, if any, as the Committee may impose, which restrictions may
      lapse at the expiration of the holding period or at earlier specified
      times (including based on achievement of performance goals and/or future
      service requirements), separately or in combination, in installments or
      otherwise, and under such other circumstances as the Committee may
      determine at the Date of Grant or thereafter.  Stock Units may
      be settled by delivery of Stock, other Awards, or a combination thereof,
      as determined by the Committee at the Date of Grant or
      thereafter.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Forfeiture.  Except
      as otherwise determined by the Committee, upon termination of employment
      or service during the applicable deferral period or portion thereof to
      which forfeiture conditions apply (as provided in the Award document
      evidencing the Stock Units), all Stock Units that are at that time subject
      to such forfeiture conditions shall be forfeited; provided that the
      Committee may provide, by rule or regulation or in any Award document, or
      may determine in any individual case, that restrictions or forfeiture
      conditions relating to Stock Units will lapse in whole or in part,
      including in the event of terminations resulting from specified causes.
      Stock Units subject to a risk of forfeiture shall be designated as
      “Restricted Stock Units” unless otherwise determined by the
      Committee.

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              Dividend
      Equivalents.  Unless otherwise determined by the
      Committee, Dividend Equivalents on the specified number of shares of Stock
      underlying Stock Units shall be either (A) paid with respect to such Stock
      Units at the dividend payment date in cash or in shares of unrestricted
      Stock having a Fair Market Value equal to the amount of such dividends, or
      (B) automatically reinvested in additional Stock Units, other Awards or
      other investment vehicles having a Fair Market Value equal to the amount
      of such dividends, as the Committee shall determine; provided, however,
      that the Committee may provide that no Dividend Equivalents will be paid
      on a given Award of Stock Units.

            


    

     

    
      
        	
                (f)

              	
                Bonus Stock
      and Awards in Lieu of Obligations. The Committee is
      authorized to grant to Participants Stock as a bonus, or to grant Stock or
      other Awards in lieu of obligations of the Company or a Subsidiary or
      affiliate to pay cash or deliver other property under the Plan or under
      other plans or compensatory arrangements, subject to such terms as shall
      be determined by the Committee; provided, that such grants shall not be in
      lieu of prior promises to pay deferrals of compensation so that any Award
      under this Plan that would not otherwise be subject to Code Section 409A
      does not become subject to Code Section 409A due to a grant in lieu of
      other obligation of the Company or a Subsidiary; provided further, that
      any distributions of such Stock as a bonus shall be made to the
      Participant on or before the later of: (i) the 15th
      day of the third month following the end of the Participant’s first
      taxable year in which the Participant earned the Bonus; or (ii) the
      15th
      day of the third month following the end of the Company’s first taxable
      year in which the Participant earned the
bonus.

              


      

    

     

    
      	
              (g)

            	
              Other
      Stock-Based Awards. The Committee is
      authorized, subject to limitations under applicable law, to grant to
      Participants such other Awards that may be denominated or payable in,
      valued in whole or in part by reference to, or otherwise based on, or
      related to, Stock or factors that may influence the value of Stock,
      including, without limitation, convertible or exchangeable debt
      securities, other rights convertible or exchangeable into Stock, purchase
      rights for Stock, Awards with value and payment contingent upon
      performance of the Company or business units thereof or any other factors
      designated by the Committee, and Awards valued by reference to the book
      value of Stock or the value of securities of or the performance of
      specified subsidiaries or affiliates or other business
      units.  The Committee shall determine the terms and conditions
      of such Awards. Stock delivered pursuant to an Award in the nature of a
      purchase right granted under this Section shall be purchased for such
      consideration, paid for at such times, by such methods, and in such forms,
      including, without limitation, cash, Stock, other Awards, or other
      property, as the Committee shall determine. Cash awards, as an element of
      or supplement to any other Award under the Plan, may also be granted
      pursuant to this Section.

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              Section
      7.

            	
              Additional Provisions
      Applicable to Awards.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Stand-Alone,
      Additional, Tandem, and Substitute Awards.  Awards
      granted under the Plan may, in the discretion of the Committee, be granted
      either alone or in addition to, in tandem with, or in substitution or
      exchange for, any other Award or any award granted under another plan of
      the Company, any Subsidiary or affiliate, or any business entity to be
      acquired by the Company or a Subsidiary or affiliate, or any other right
      of a Participant to receive payment from the Company or any Subsidiary or
      affiliate.  Awards granted in addition to or in tandem with
      other Awards may be granted either as of the same time as or a different
      time from the grant of such other Awards.  Subject to the Plan’s
      terms, the Committee may determine that, in granting a new Award, the
      in-the-money value or fair value of any surrendered Award or award or the
      value of any other right to payment surrendered by the Participant may be
      applied to the purchase of any other Award; provided, that such surrender
      does not result in a “modification,” “extension,” “substitution” or
      “assumption” of a Stock right, as determined under Treasury Regulation
      Section 1.409A-1(b)(5)(v) that would cause such Stock rights to be
      considered the grant of a new Stock right which is subject to the terms
      and conditions of Code Section 409A.  Any transaction otherwise
      authorized under this Section 7(a) remains subject to all applicable
      restrictions under the Plan and may not result in an Award that is subject
      to the terms and conditions of Code Section 409A by virtue of such
      transaction; in such event, any transaction that would otherwise be
      permissible under this Section 7(a) shall be prohibited unless the
      Participant and the Company mutually agree in writing to cause an Award to
      become subject to the terms and conditions of Code Section 409A under this
      Section 7(a).

            


    

     

    
      	
            	
              (b)

            	
              Form and
      Timing of Payment Under Awards; Deferrals. Subject to the
      terms of the Plan and any applicable Award Agreement, payments to be made
      by the Company or a Subsidiary or affiliate upon the exercise of an Option
      or other Award or settlement of an Award may be made in such forms as the
      Committee shall determine, including, without limitation, cash, Stock,
      other Awards or other property, and may be made in a single payment or
      transfer, or in installments.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Certain
      Limitations on Awards to Ensure Compliance with Code Section
      409A.  Other provisions of the Plan notwithstanding, the
      Award Agreement evidencing any “409A Award” (which for this purpose means
      only such an Award held by a Participant which is subject to the terms and
      conditions of Code Section 409A) shall incorporate the terms and
      conditions necessary to avoid the consequences specified in Code Section
      409A(a)(1). Any terms or conditions inconsistent with the requirements of
      Code Section 409A and its implementing regulations shall be automatically
      modified and limited (even retroactively) to the extent necessary to
      conform said Award with Code Section
      409A.   Notwithstanding anything to the contrary herein,
      the Company shall not be liable for any unintended adverse tax
      consequences which may be imposed on the Participant due to receipt,
      exercise or settlement of any Stock Option or other Award granted
      hereunder, including the taxes and penalties of Code Section
      409A.

            


    

     

    
      	
              Section
      8.

            	
              Corporate
      Transactions.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Corporate
      Transaction in which Awards are not Assumed. Upon the occurrence of a
      Corporate Transaction in which outstanding Options, Share Appreciation
      Rights, Restricted Stock Awards, Stock Units, and Other Stock-Based Awards
      are not being assumed or continued:

            


    

     

    
      	
               
      

            	
              (i)

            	
              All
      outstanding shares of Restricted Stock shall be deemed to have vested, and
      all Stock Units shall be deemed to have vested and the shares of Stock
      subject thereto shall be delivered, immediately prior to the occurrence of
      such Corporate Transaction, and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Either
      of the following two actions shall be
taken:

            


    

     

    
      	
               
      

            	
              (A)

            	
                  fifteen
      days prior to the scheduled consummation of a Corporate Transaction, all
      Options and Share Appreciation Rights outstanding hereunder shall become
      immediately exercisable and shall remain exercisable for a period of
      fifteen days, or

            


    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (B)

            	
                  the
      Committee may elect, in its sole discretion, to cancel any outstanding
      Awards of Options, Restricted Stock, Stock Units, and/or Share
      Appreciation Rights and pay or deliver, or cause to be paid or delivered,
      to the holder thereof an amount in cash or securities having a value (as
      determined by the Committee acting in good faith), in the case of
      Restricted Stock or Stock Units, equal to the formula or fixed price per
      share paid to holders of shares of Stock and, in the case of Options or
      Share Appreciation Rights, equal to the product of the number of shares of
      Stock subject to the Option or Share Appreciation Right (the “Award
      Shares”) multiplied by the amount, if any, by which (I) the formula
      or fixed price per share paid to holders of shares of Stock pursuant to
      such transaction exceeds (II) the Option Price or Share Appreciation Right
      Exercise Price applicable to such Award
Shares.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              With
      respect to the Company’s establishment of an exercise window, (i) any
      exercise of an Option or Share Appreciation Right during such fifteen-day
      period shall be conditioned upon the consummation of the event and shall
      be effective only immediately before the consummation of the event, and
      (ii) upon consummation of any Corporate Transaction, the Plan and all
      outstanding but unexercised Options and Share Appreciation Rights shall
      terminate. The Committee shall send notice of an event that will result in
      such a termination to all individuals who hold Options and Share
      Appreciation Rights not later than the time at which the Company gives
      notice thereof to its stockholders.

            


    

     

    
      	
            	
              (b)

            	
              Corporate
      Transaction in which Awards are Assumed. The Plan, Options, Share
      Appreciation Rights, Restricted Stock Awards, Stock Units, and Other
      Stock-Based Awards theretofore granted shall continue in the manner and
      under the terms so provided in the event of any Corporate Transaction to
      the extent that provision is made in writing in connection with such
      Corporate Transaction for the assumption or continuation of the Options,
      Share Appreciation Rights, Restricted Stock Awards, Stock Units, and Other
      Stock-Based Awards theretofore granted, or for the substitution for such
      Options, Share Appreciation Rights, Restricted Stock Awards, Stock Units,
      and Other Stock-Based Awards for new common stock options and stock
      appreciation rights and new common stock units and restricted stock
      relating to the stock of a successor entity, or a parent or subsidiary
      thereof, with appropriate adjustments as to the number of shares
      (disregarding any consideration that is not common stock) and option and
      stock appreciation right exercise prices in accordance with the provisions
      of Sections 5(b) and 10(c) and Treasury Regulation
      Section.1.409A-1(b)(5)(v)(D).

            


    

     

    
      	
              Section
      9.

            	
              Additional
      Award Forfeiture Provisions.

            


    

     

    The
Committee may condition a Participant’s right to receive a grant of an Award, to
exercise the Award, to receive a settlement or distribution with respect to the
Award or to retain cash, Stock, other Awards, or other property acquired in
connection with an Award, upon compliance by the Participant with specified
conditions that protect the business interests of the Company and its
Subsidiaries and affiliates from harmful actions of the Participant, including
conditions relating to non-competition, confidentiality of information relating
to or possessed by the Company, non-solicitation of customers, suppliers, and
employees of the Company, cooperation in litigation, non-disparagement of the
Company and its Subsidiaries and affiliates and the officers and directors of
the Company and its Subsidiaries and affiliates, and other restrictions upon or
covenants of the Participant, including during specified periods following
termination of employment or service to the Company.  Accordingly, an
Award Agreement may include terms providing for a “clawback” or forfeiture from
the Participant of the profit or gain realized by a Participant in connection
with an Award, including cash or other proceeds received upon sale of Stock
acquired in connection with an Award.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    
      	
              Section
      10.

            	
              General
      Provisions.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Compliance
      with Legal and Other Requirements.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Company may, to the extent deemed necessary or advisable by the Committee,
      postpone the issuance or delivery of Stock or payment of other benefits
      under any Award until completion of such registration or qualification of
      such Stock or other required action under any federal or state law, rule
      or regulation, listing or other required action with respect to any stock
      exchange or automated quotation system upon which the Stock or other
      securities of the Company are listed or quoted, or compliance with any
      other obligation of the Company, as the Committee may consider
      appropriate, and may require any Participant to make such representations,
      furnish such information and comply with or be subject to such other
      conditions as it may consider appropriate in connection with the issuance
      or delivery of Stock or payment of other benefits in compliance with
      applicable laws, rules, and regulations, listing requirements, or other
      obligations.  The foregoing notwithstanding, in connection with
      the occurrence of a Corporate Transaction, the Company shall take or cause
      to be taken no action, and shall undertake or permit to arise no legal or
      contractual obligation, that results or would result in any postponement
      of the issuance or delivery of Stock or payment of benefits under any
      Award or the imposition of any other conditions on such issuance, delivery
      or payment, to the extent that such postponement or other condition would
      represent a greater burden on a Participant than existed on the 90th day
      preceding the Corporate
Transaction.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      the Participant is subject to the reporting requirements of Section 16(a)
      of the Securities Exchange Act of 1934, as amended, the grant of this
      Option shall not be effective until such person complies with the
      reporting requirement of Section
16(a).

            


    

     

    
      	
            	
              (b)

            	
              Limits on
      Transferability;
Beneficiaries.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Awards
      granted under the Plan shall not be transferable other than by will or by
      the laws of descent, and Options may be exercised as provided for under
      Section 6(b).  A Beneficiary, transferee, or other person
      claiming any rights under the Plan from or through any Participant (except
      in the case of an Option which is governed by Section 6(b)) shall be
      subject to all terms and conditions of the Plan and any Award Agreement
      applicable to such Participant, except as otherwise determined by the
      Committee, and to any additional terms and conditions deemed necessary or
      appropriate by the Committee.  Any attempted sale, pledge,
      assignment, hypothecation or other transfer of an Award contrary to the
      provisions hereof and the levy of any execution, attachment or similar
      process upon an Award shall be null and void and without force or effect
      and shall result in automatic termination of the
  Award.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              (A)
      As a condition to the transfer of any shares of Stock issued upon exercise
      of an Award granted under this Plan, the Company may require an opinion of
      counsel, satisfactory to the Company, to the effect that such transfer
      will not be in violation of the Securities Act of 1933 or any other
      applicable securities laws or that such transfer has been registered under
      federal and all applicable state securities laws; (B) further, the Company
      shall be authorized to refrain from delivering or transferring shares of
      Stock issued under this Plan until the Board determines that such delivery
      or transfer will not violate applicable securities laws and the
      Participant has tendered to the Company any federal, state or local tax
      owed by the Participant as a result of exercising the Award, or disposing
      of any Stock, when the Company has a legal liability to satisfy such tax;
      (C) the Company shall not be liable for damages due to delay in the
      delivery or issuance of any stock certificate for any reason whatsoever,
      including, but not limited to, a delay caused by listing requirements of
      any securities exchange or any registration requirements under the
      Securities Act of 1933, the Securities Exchange Act of 1934, or under any
      other state or federal law, rule or regulations; (D) the Company is under
      no obligation to take any action or incur any expense in order to register
      or qualify the delivery or transfer of shares of Stock under applicable
      securities laws or to perfect any exemption from such registration or
      qualification; and (E) furthermore, the Company will have no liability to
      any Participant for refusing to deliver or transfer shares of Stock if
      such refusal is based upon the foregoing provisions of this
      Section.

            


    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Effect of
      Certain Changes.  In the
      event of any merger, reorganization, consolidation, recapitalization,
      share dividend, share split, combination of shares or other change in
      corporate structure of the Company affecting the Stock, the Committee
      shall make appropriate or proportionate substitution or adjustment in: (i)
      the aggregate number of Stock reserved for issuance under the Plan, (ii)
      the number and kind of shares of Stock or other securities subject to any
      then outstanding Awards issued under the Plan; (iii) the price of the
      shares of Stock subject to outstanding Stock Options granted under the
      Plan, without changing the aggregate exercise price (i.e., the exercise
      price multiplied by the number of Stock Options) as to which such Stock
      Options remain exercisable; and (iv) the repurchase price per share
      subject to each outstanding Restricted Stock Award and any other
      outstanding Awards granted under the Plan. Notwithstanding the foregoing,
      any substitution or adjustment by the Committee shall comply with Treasury
      Regulations Sections 1.409A-1(b)(5)(v)(D) and 1.424-1(a) (except
      1.424-1(a)(2)) which will be deemed to be satisfied if the ratio of the
      exercise price to the Fair Market Value of the shares subject to the
      Awards immediately after the substitution or adjustment is not greater
      than the ratio of the exercise price to the Fair  Market Value
      of the shares subject to the Stock right immediately before the
      substitution or adjustment. The Committee’s substitution or adjustment
      shall be final, binding and conclusive. No fractional shares of Stock
      shall be issued under the Plan as a result of any such substitution or
      adjustment; but the Committee may, in its sole discretion, authorize a
      cash payment to be made to the Participant in lieu of fractional
      shares.

            


    

     

    
      	
            	
              (d)

            	
              Tax
      Provisions.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Withholding.  The
      Committee shall so require, as a condition of exercise, each Participant
      to agree that:  (A) no later than the date of exercise of any
      Option granted hereunder, the optionee will pay to the Company or make
      arrangements satisfactory to the Committee regarding payment of any
      federal, state or local taxes of any kind required by law to be withheld
      upon the exercise of such Option; and (B) the Company shall, to the extent
      permitted or required by law, have the right to deduct federal, state and
      local taxes of any kind required by law to be withheld upon the exercise
      of such Option from any payment of any kind otherwise due to the
      Participant.  For withholding tax purposes, the shares of Stock
      shall be valued on the date the withholding obligations are
      incurred.  The Company shall not be obligated to advise any
      optionee of the existence of any such tax or the amount that the Company
      will be so required to withhold.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Required Consent to
      and Notification of Code Section 83(b) Election.  No
      election under Code Section 83(b) or under a similar provision of the laws
      of a jurisdiction outside the United States may be made unless expressly
      permitted by the terms of the Award Agreement or by action of the
      Committee in writing prior to the making of such election.  In
      any case in which a Participant is permitted to make such an election in
      connection with an Award, the Participant shall notify the Company of such
      election within ten days of filing notice of the election with the
      Internal Revenue Service or other governmental authority, in addition to
      any filing and notification required pursuant to regulations issued under
      Code Section 83(b) or other applicable
  provision.

            


    

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              Requirement of
      Notification upon Disqualifying Disposition under Code Section
      421(b). If any Participant shall make any disposition of shares of
      Stock delivered pursuant to the exercise of an ISO under the circumstances
      described in Code Section 421(b) (i.e., a disqualifying disposition), such
      Participant shall notify the Company of such disposition within ten days
      thereof.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Contest of Tax
      Rulings.  The Company shall have the right, but not the
      obligation, to contest, at its expense, any tax ruling or decision,
      administrative or judicial, on any issue which is related to the Plan and
      which the Board believes to be important to holders of Options issued
      under the Plan and to conduct any such contest or any litigation arising
      therefrom to a final decision.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Changes to
      the Plan.  The Board
      at any time and from time to time may suspend, terminate, modify or amend
      the Plan; provided, however, that the Company shall submit for the
      approval of a majority of the stockholders of the Company presented or
      represented and entitled to vote at a duly constituted and held meeting of
      the stockholders, any amendment that would:  (i) materially
      increase the benefits accruing to Participants under the Plan, (ii)
      increase the number of shares of Stock as to which Awards may be granted
      under the Plan, (iii) extend the term of the Plan,  (iv)
      materially modify the requirements as to eligibility for participation in
      the Plan, (v) expand the types of Awards provided under the Plan, or (vi)
      be otherwise required by applicable laws, regulations or rules. Any such
      increase or modification that may result from adjustments authorized by
      Section 10(c) hereof shall not require such approval.  In
      addition, no such amendment or alteration shall be made which would impair
      the rights of any Participant, without such Participant’s written consent,
      under any Award theretofore granted, provided that no such consent shall
      be required with respect to any amendment or alteration either (i) is
      required or advisable in order for the Company, the Plan or the Award to
      satisfy or conform to any law or regulation or to meet the requirements of
      any accounting standard, or (ii) is not reasonably likely to significantly
      diminish the benefits provided under such Award, or that any such
      diminishment is adequately
compensated.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Unfunded
      Status of Awards, Creation of Rabbi Trusts. The Plan is
      intended to constitute an “unfunded” plan for equity incentive
      compensation. With respect to any payments not yet made to a Participant
      or obligations to deliver Stock pursuant to an Award, nothing contained in
      the Plan or any Award shall give any such Participant any rights that are
      greater than those of a general creditor of the Company; provided that the
      Committee may authorize the creation of rabbi trusts and deposit therein
      cash, Stock, other Awards or other property, or make other arrangements to
      meet the Company’s obligations under the Plan. Such trusts or other
      arrangements shall be consistent with the “unfunded” status of the Plan
      unless the Committee otherwise
determines.

            


    

     

    
      	
            	
              (g)

            	
              Nonexclusivity
      of the Plan. Neither the
      adoption of the Plan by the Board nor its submission to the stockholders
      of the Company for approval shall be construed as creating any limitations
      on the power of the Board or a committee thereof to adopt such other
      incentive or compensation arrangements, apart from the Plan, as it may
      deem desirable, including incentive or compensation arrangements and
      awards that do not qualify under Code Section 162(m) or to which Code
      Section 409A does apply, and such other arrangements may be either
      applicable generally or only in specific
cases.

            


    

     

    
      	
            	
              (h)

            	
              Payments in
      the Event of Forfeitures; Fractional
      Shares.  Unless otherwise determined by the Committee, in the
      event of a forfeiture of an Award with respect to which a Participant paid
      cash consideration, the Participant shall be repaid the amount of such
      cash consideration.  No fractional shares of Stock shall be
      issued or delivered pursuant to the Plan or any Award.  The
      Committee shall determine whether cash, other Awards or other property
      shall be issued or paid in lieu of such fractional shares or whether such
      fractional shares or any rights thereto shall be forfeited or otherwise
      eliminated.

            


    

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              Governing
      Law.  The
      validity, construction, and effect of the Plan, any rules and regulations
      relating to the Plan and any Award Agreement shall be determined in
      accordance with the laws of the State of Nevada, without giving effect to
      principles of conflicts of laws, and applicable provisions of federal
      law.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Limitation
      on Rights Conferred Under The Plan.  Neither the Plan nor
      any action taken hereunder shall be construed as (i) giving any Eligible
      Person or Participant the right to continue as an Eligible Person or
      Participant or in the employ or service of the Company or a Subsidiary or
      affiliate, (ii) interfering in any way with the right of the Company or a
      Subsidiary or affiliate to terminate any Eligible Person’s or
      Participant’s employment or service at any time (subject to the terms and
      provisions of any separate written agreements), (iii) giving an Eligible
      Person or Participant any claim to be granted any Award under the Plan or
      to be treated uniformly with other Participants and employees, or (iv)
      conferring on a Participant any of the rights of a stockholder of the
      Company unless and until the Participant is duly issued or transferred
      shares of Stock in accordance with the terms of an Award.  Any
      Award shall not be deemed compensation for purposes of computing benefits
      under any retirement plan of the Company or any Subsidiary or affiliate
      and shall not affect any benefits under any other benefit plan under which
      the availability
      or amount of benefits is related to the level of compensation
      (unless required by any such other plan or arrangement with specific
      reference to Awards under this
Plan).

            


    

     

    
      	
            	
              (k)

            	
              Termination
      of Right of Action.  Every
      right of action arising out of or in connection with the Plan by or on
      behalf of the Company or of any Subsidiary, or by any stockholder of the
      Company or of any Subsidiary against any past, present or future member of
      the Board, or against any employer, or by an employee (past, present or
      future) against the Company or any Subsidiary will, irrespective of the
      place where an action may be brought and irrespective of the place of
      residence of any such stockholder, director or employee, cease and be
      barred as of the expiration of three years from the date of the act or
      omission in respect of which such right of action is alleged to have
      risen.

            


    

     

    
      	
               
      

            	
              (l)

            	
              Assumption.  The terms
      and conditions of any outstanding Awards granted pursuant to this Plan
      shall be assumed by, be binding upon and inure to the benefit of any
      successor company to the Company and shall continue to be governed by, to
      the extent applicable, the terms and conditions of this
      Plan.  Such successor Company shall not be otherwise obligated
      to assume this Plan.

            


    

     

    
      	
            	
              (m)

            	
              Severability; Entire
      Agreement. If any of the
      provisions of this Plan or any Award Agreement is finally held to be
      invalid, illegal or unenforceable (whether in whole or in part), such
      provision shall be deemed modified to the extent, but only to the extent,
      of such invalidity, illegality or unenforceability, and the remaining
      provisions shall not be affected thereby; provided, that, if any of such
      provisions is finally held to be invalid, illegal, or unenforceable
      because it exceeds the maximum scope determined to be acceptable to permit
      such provision to be enforceable, such provision shall be deemed to be
      modified to the minimum extent necessary to modify such scope in order to
      make such provision enforceable hereunder.  The Plan and any
      Award Agreements contain the entire agreement of the parties with respect
      to the subject matter thereof and supersede all prior agreements,
      promises, covenants, arrangements, communications, representations and
      warranties between them, whether written or oral with respect to the
      subject matter thereof.  No rule of strict construction shall be
      applied against the Company, the Committee, or any other person in the
      interpretation of any terms of the Plan, Award, or agreement or other
      document relating thereto.

            


    

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
            	
              (n)

            	
              Plan
      Effective Date.  The Plan
      will become effective if, and at such time as, the stockholders of the
      Company have approved it by the affirmative votes of the holders of a
      majority of the voting securities of the Company present, or represented,
      and entitled to vote on the subject matter at a duly held meeting of
      stockholders, provided that the total vote cast on the proposal represents
      over fifty percent (50%) in interest of all securities entitled to vote on
      the proposal.  The date of such stockholder approval will be the
      Effective Date.  Unless earlier terminated by action of the
      Board, the authority of the Committee to make grants under the Plan will
      terminate on the date that is ten years after the latest date upon which
      stockholders of the Company have approved the Plan and the Plan will
      remain in effect until such time as the Company has no further rights or
      obligations with respect to outstanding Awards or otherwise under the
      Plan.

            


    

     

    
      	
            	
              (o)

            	
              Adoption.

            


    

     

              
(i)           This Plan
was approved by the Board of Directors of the Company at a meeting on October
15, 2009.

    


             
(ii)           This Plan
was approved by the stockholders of the Company at a meeting on December 15,
2009.

     

    
      
        
          	 
      	
                  SEARCHLIGHT
      MINERALS CORP.

                
	 	 
	 
      	
                  By:

                	
                  /s/ Ian R. McNeil

                
	 	 	      
                  Ian  R.
      McNeil 

                
	 	 	      
                  President

                


        

      

    

     

    
      
         


      

      
        19